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U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
September 15, 1998
Date of Report (Date of earliest event reported)
U.S. OFFICE PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
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Delaware 000-25372 52-1906050
(State of other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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1025 Thomas Jefferson Street, N.W., Suite 600 East, Washington, D.C. 20007
(Address of principal executive offices, including Zip Code)
(202) 339-6700
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
Option Replacement Program
The Board of Directors of U.S. Office Products Company (the
"Company") has approved a program intended both to reduce the potential
long-term dilutive impact on stockholders of existing stock options and to
provide employees with a more meaningful equity-based incentive arrangement.
This program will allow holders of options issued pursuant to the Company's
employee stock option plans, if they choose, to have their existing options,
whose exercise prices are substantially below the current market price,
replaced with a significantly smaller number of options priced at market. If
option holders participate fully in this program, the result will be a
significant reduction in the total number of options outstanding. The program
is expected to begin within the next few weeks, and employees are expected to
have approximately two to three weeks to decide whether to participate.
The number of new options will be determined so that the
"Black-Scholes" value of the options received will be approximately equal to the
Black-Scholes value of the options surrendered.
As the Company has previously disclosed, the Company is not
able to grant additional options at this time because the Company's primary
stock option plan prohibits additional grants to be made if such additional
grants would cause the total number of shares covered by stock options issued
under the plan and outstanding to exceed 20% of the total shares outstanding.
The total number of shares covered by stock options currently outstanding is
slightly more than 20% of the Company' outstanding shares. If a significant
number of employees elect to participate in the program, the number of shares
subject to employee stock options will drop well below 20%. The Company
expects that this will allow it to provide a meaningful equity-based
incentive program for employees while keeping the percentage of the Company's
fully diluted equity that is represented by stock options at a reduced level.
Amendment to Bank Credit Agreement
The Board of Directors has approved an amendment to the
Company's Bank Credit Agreement (the "Agreement"). The Amendment permits the
Company to repurchase up to $50 million worth of the Company's equity
securities, including its common stock. The Amendment also permits the
Company to engage in asset sales in fiscal years 1999 and 2000 in amounts in
excess of the $20 million limit set forth in the Credit Agreement, but
requires that all of the net cash proceeds received in connection with asset
sales exceeding the $20 million limit be applied to reduce the term loans
under the Credit Agreement. The Amendment permanently reduces the revolving
credit commitments under the Credit Agreement, effective March 31, 1999, by
$50 million (or, if the revolving credit commitment has been reduced by other
actions specified in the
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Credit Agreement, by an amount equal to the difference between $50 million
and the total of such other reductions). The Amendment further prohibits the
Company from borrowing more than $200 million under the revolving credit
facility before March 31, 1999. As of September 18, 1998, the Company had
approximately $31.5 million outstanding under the revolving credit facility.
The Board of Directors has not taken any action to approve any
repurchases of its common stock.
The Amendment is filed as an exhibit to this Report on Form
8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The exhibit index is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
U.S. OFFICE PRODUCTS COMPANY
(Registrant)
By: /s/ Thomas Morgan
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Thomas Morgan
President and
Chief Executive Officer
DATED: September 21, 1998
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INDEX TO EXHIBITS
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EXHIBIT
NO. EXHIBIT
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99.1 First Amendment dated as of August 21, 1998
to the Credit Agreement dated as of June 9,
1998 among U.S. Office Products Company,
Blue Star Group Limited, the several banks
and other financial institutions from time
to time parties to the Credit Agreement,
Bankers Trust Company as Syndication Agent,
Merrill Lynch Capital Corporation as
Documentation Agent, and The Chase Manhattan
Bank as Administrative Agent.
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1
Exhibit 99.1
FIRST AMENDMENT
FIRST AMENDMENT, dated as of August 21, 1998 (this
"Amendment"), to the Credit Agreement (the "Credit Agreement"), dated as of June
9, 1998, among U.S. OFFICE PRODUCTS COMPANY, a Delaware corporation (the
"Borrower"), BLUE STAR GROUP LIMITED, a New Zealand corporation ("Blue Star
Group"), the several banks and other financial institutions from time to time
parties to the Credit Agreement (the "Lenders"), BANKERS TRUST COMPANY, a New
York banking corporation, as syndication agent (in such capacity, the
"Syndication Agent"), MERRILL LYNCH CAPITAL CORPORATION, a Delaware corporation,
as documentation agent for the Lenders hereunder (in such capacity, the
"Documentation Agent") and THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Lenders hereunder (in such
capacity, the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Borrower; and
WHEREAS, the Borrower has requested, and upon the
effectiveness of this Amendment, the Lenders have agreed, that certain
provisions of the Credit Agreement be amended or waived upon the terms and
conditions set forth below to allow the Borrower to (i) make Asset Sales in
excess of $20,000,000 in the aggregate in each of the 1999 and 2000 fiscal years
and (ii) repurchase up to $50,000,000 of common stock of the Borrower; and
WHEREAS, in consideration of the amendments provided for
herein, the Borrower is willing to reduce the Revolving Credit Commitments by up
to $50,000,000 as provided for herein;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, the parties hereto agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement. Unless otherwise indicated, all Section and subsection references are
to the Credit Agreement.
SECTION 2. Defined Terms. Subsection 1.1 is hereby amended by
adding the following language after the word "credits" in item (g) of the
definition of "Consolidated EBITDA":
"(other than any gain realized in connection with a
Permitted Receivables Securitization)",
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2
provided, however, that the foregoing shall not apply to a determination of the
Leverage Ratio for use in computing the Applicable Margin.
SECTION 3. Amendment of Subsection 8.1(b). Subsection 8.1(b)
is hereby amended by (a) deleting the word "second" which erroneously appears in
the last line of each of the second, third, fourth, fifth and sixth Test Periods
and (b) substituting therefor, in each case, the word "third".
SECTION 4. Amendment of Subsection 8.6(g). Subsection 8.6(g)
is hereby amended by (a) deleting such subsection in its entirety and (b)
substituting therefor the following:
"(g) (i) any sales or other Dispositions by the
Borrower or any of its Subsidiaries of any property the Net
Cash Proceeds of which do not exceed $20,000,000 in the
aggregate per annum and the non-cash portion of which does not
exceed 25% of the consideration therefor; provided that in the
case of any such Asset Sale an amount equal to 100% of the Net
Cash Proceeds of such sale less the Reinvested Amount with
respect thereto is applied in accordance with subsection
4.4(c); and
(ii) any sales or other Dispositions by the Borrower
or any of its Subsidiaries of any property in the 1999 or 2000
fiscal year of the Borrower of which the non-cash portion of
each of such sales or other Dispositions does not exceed 25%
of the consideration therefor, provided that in the case of
any such Asset Sale, an amount equal to 100% of the Net Cash
Proceeds thereof (without any deduction for any Reinvested
Amount in respect thereof) is applied in accordance with
subsection 4.4(c)."
SECTION 5. Amendment of Subsection 8.7. Subsection 8.7 is
hereby amended by (a) deleting the word "and" at the end of paragraph (c)
thereof, (b) deleting the period at the end of paragraph (d) thereof and
substituting therefor "; and" and (c) adding the following paragraph (e)
thereto:
"(e) so long as no Default or Event of Default shall
have occurred and be continuing or would result therefrom,
payments by the Borrower to repurchase or otherwise acquire
Capital Stock of the Borrower (including any options, warrants
or other rights in respect thereof) not otherwise permitted by
the preceding clauses of this subsection 8.7, from Persons
other than CD&R, CD&R Fund V and CDR-PC Acquisition in an
aggregate amount not to exceed $50,000,000."
SECTION 6. Amendment to Subsection 8.9(k). Subsection 8.9(k)
is hereby amended by deleting "20%" in the fourth line of the paragraph and
substituting therefor "25%" in order to make subsection 8.9(k) consistent with
subsection 8.6(g).
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3
SECTION 7. Revolving Credit Reduction. In consideration of the
execution and delivery of the Amendment by the Required Basic Lenders, the
Borrower hereby irrevocably and unconditionally (a) gives notice of a reduction
on March 31, 1999 in the Revolving Credit Commitments pursuant to subsection 2.4
by the amount equal to $50,000,000 minus the Net Cash Proceeds received on
account of any Permitted Receivables Securitizations and Asset Sales during the
period from the date hereof to and including March 31, 1999 that, in each case,
is accompanied by an equivalent reduction in the Revolving Credit Commitments or
prepayment of the Tranche A Term Loans pursuant to subsection 4.4 and (b) agrees
that until such date (or, if earlier, the date on which the aggregate of such
reductions in the Revolving Credit Commitments and prepayments of the Tranche A
Term Loans equals $50,000,000) it will not borrow Revolving Credit Loans or
Swing Line Loans or request Letters of Credit to be issued under the Revolving
Credit Commitments if as a result thereof the Aggregate Outstanding Revolving
Credit will be greater than $200,000,000.
SECTION 8. Representations and Warranties. After giving affect
to this Amendment, the Borrower hereby confirms, reaffirms and restates in all
material respects the representations and warranties set forth in Section 5 of
the Credit Agreement as if made on and as of the date hereof except for any
representation or warranty made as of the earlier date, which representation or
warranty shall have been true and correct in all material respects as of such
earlier date.
SECTION 9. Conditions to Effectiveness. This Amendment shall
become effective upon receipt by the Administrative Agent of counterparts of
this Amendment, duly executed and delivered by (a) the Borrower and Blue Star
Group, and (b) the Required Basic Lenders.
SECTION 10. Payment of Expenses. The Borrower agrees to pay or
reimburse the Administrative Agent for all of its reasonable out-of-pocket costs
and expenses incurred in connection with this Amendment, any other documents
prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.
SECTION 11. Continuing Effect of Credit Agreement. Except as
expressly amended herein, the Credit Agreement shall continue to be, and shall
remain, in full force and effect in accordance with its terms.
SECTION 12. Governing Law; Counterparts. THIS AMENDMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Amendment may be executed by the parties hereto in any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. The execution and delivery of the
Amendment by any Lender shall be binding upon each of its successors and assigns
(including Transferees of its commitments and Loans in whole or in
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4
part prior to effectiveness hereof) and binding in respect of all of its
commitments and Loans, including any acquired subsequent to its execution and
delivery hereof and prior to the effectiveness hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
U.S. OFFICE PRODUCTS COMPANY
By: /s/ Thomas Morgan
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Title: President And Chief Executive
Officer
BLUE STAR GROUP LIMITED
By: /s/ Eric Watson
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Title: Chief Executive Officer
THE CHASE MANHATTAN BANK, as
Administrative Agent, Swing Line Lender, Issuing
Lender and Lender
By: /s/ William J. Caggiano
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Title: Managing Director
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5
BANKERS TRUST COMPANY, as Syndication
Agent and Lender
By: /s/ Patricia Hogan
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Title: Principal
MERRILL LYNCH CAPITAL CORPORATION,
as Documentation Agent and Lender
By: /s/ Illegible
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Title: Director
BARCLAYS BANK PLC
By:
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Title:
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
By: /s/ Illegible
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Title: Vice President
CITICORP USA, INC.
By: /s/ Carla Devillers
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Title: Attorney-in-fact
BHF - BANK AKTIENGESELLSCHAFT
By: /s/ John Snyder
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Title: Vice President
By: /s/ Thomas J. Sachs
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Title: Assistant Vice President
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6
NATIONSBANK, N.A.
By: /s/ Michael R. Haridin
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Title: Senior Vice President
THE BANK OF NEW YORK
By: /s/ Ronald R. Ready
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Title: Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
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Title:
NATIONAL BANK OF CANADA, A
CANADIAN CHARTERED BANK
By: /s/ Illegible
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Title: Vice President
By: /s/ Illegible
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Title: Vice President/Manager
SOUTHERN PACIFIC BANK
By: /s/ Cheryl A. Wasilewski
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Title: Vice President
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7
CREDIT AGRICOLE INDOSUEZ
By: /s/ Craig Welch
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Title: First Vice President
By: /s/ Rene Le Blanc
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Title: Vice President, Team Leader
FIRST UNION NATIONAL BANK
By: /s/ Joan Anderson
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Title: Vice President
THE MITSUBISHI TRUST & BANKING
CORPORATION
By:
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Title:
CITY NATIONAL BANK
By:
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Title:
CHIAO TUNG BANK CO., LTD., NEW YORK
AGENCY
By: /s/ Kuang-Si Shiu
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Title: Senior Vice President &
General Manager
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8
HELLER FINANCIAL, INC.
By:
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Title:
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN
By:
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Title:
By:
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Title:
HIBERNIA NATIONAL BANK
By: /s/ William P. Herrington
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Title: Senior Vice President
THE SAKURA BANK LIMITED
By:
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Title:
FIRST COMMERCIAL BANK, NEW YORK
By: /s/ Vincent T.C. Chen
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Title: Senior Vice President
and General Manager
NATIONAL CITY BANK
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9
By: /s/ Illegible
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Title: Vice President
SANWA BUSINESS CREDIT CORPORATION
By: /s/ Peter L. Skavla
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Title: Vice President
THE SUMITOMO BANK, LIMITED
By: /s/ John C. Kissinger
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Title: General Manager
BANKBOSTON, N.A.
By:
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Title:
IMPERIAL BANK, A CALIFORNIA BANKING
CORPORATION
By: /s/ Ray Vadalma
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Title: Senior Vice President